BORGWARNER TO SETTLE 3.5% CONVERTIBLE SENIOR NOTES SOLELY WITH COMMON STOCK

Auburn Hills, Michigan, December 13, 2011 – BorgWarner has elected to settle all conversions of its 3.50% Convertible Senior Notes due 2012 (the “Notes”) by delivering solely shares of the company's common stock to converting Noteholders.

On and after December 15, 2011, the company will deliver to each converting Noteholder a number of shares of the company’s common stock equal to the aggregate principal amount of Notes to be converted, divided by $1,000, and multiplied by the then-applicable conversion rate. If all of the outstanding Notes were converted at the initial conversion rate, the company would deliver approximately 11.4 million shares of common stock, all of which have been obtained through share repurchases and are held in Treasury.

The conversion rate is subject to change. Additional information about the Notes, including instructions for the conversion procedure, may be found in the prospectus, prospectus supplement, indenture, and second supplemental indenture previously filed with the Securities and Exchange Commission. The Notes mature on April 15, 2012.

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